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Freiberger (UK) Limited
Registered number: 02400918
Annual report and
financial statements
For the year ended 28 February 2026
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FREIBERGER (UK) LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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FREIBERGER (UK) LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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FREIBERGER (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2026
The Directors present their strategic report and the audited financial statements of the Company for the year ended 28 February 2026 (prior period 28 February 2025).
The principal activity of the Company is the wholesale of food products, primarily within the United Kingdom.
Selling into the retail trade has again been a challenge in the financial year. Alongside inflationary challenges, we faced significant issues surrounding importing products due to a Foot and Mouth outbreak in Germany which severely impacted trade in Q1. Due to these challenges, our performance came in below expectations.
The operating profit margin has reduced from 1.42% to a loss of (0.97%). This decrease reflects the drop in gross margin from 3.90% to 0.72% albeit this decrease is partially offset by improved cost control in administrative expenses.
The profit for the financial year was £3,227k (2025: £4,667k).
The net assets at 28th February 2026 were £12,815k (2025: £9,588k).
Principal risks and uncertainties
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The Board of Directors have considered the principal risks and uncertainties in respect of the Company. The principal risks and uncertainties are broadly grouped as:
Raw materials
Raw material availability and manufacturing cost on the supply side remain potentially volatile and pose the greatest risk to the business with a timing lag in sales price recovery.
The UK’s exit from the EU continues to drive additional complexity to the import of composite frozen food products into the UK. Export documentation from the EU based factories and the potential import health certificates remain some of the principal areas of concern for the next accounting period.
Economic & exchange rate risk
Rising inflation and higher interest rates alongside general uncertainty surrounding the UK economy have the potential to impact the Company’s results.
The impact of the Euro exchange rate remains one of our key risks, with a significant proportion of products purchased from the EU requiring mitigation with exchange rate mechanisms.
Customer relationships
The business is committed to delivering high quality products that meet our customer’s needs. Through maintaining and building on our relationships we continue to target high levels of customer satisfaction and seek continuous improvement to develop further.
Supplier management
The quality of raw materials and services directly influences the quality of our product. Therefore, the selection and monitoring of key suppliers is fundamental to our continued success.
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FREIBERGER (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
Financial key performance indicators
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The Directors consider the main key financial and performance indicators during the period to be as follows:
Statement of the Directors duties in performance of S172 Companies Act 2006
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This section describes how the Directors have taken account of the matters set out in section 172(1)(a) to (f) Companies Act 2006 in exercising their duty to promote the success of the Company for the benefit of its members.
These matters were addressed as follows:
The likely consequences of any decisions in the long term
The Directors are mindful that Freiberger’s strategic decisions can have long-term implications for the business and its stakeholders, these implications are carefully assessed. The Directors consider that, in the year to 28 February 2026, they have acted in a way that they consider, in good faith and a way that would be most likely to promote the success of the Company for the benefit of its members as a whole.
The interests of the Company’s employees
The Directors recognise that the Company's employees are fundamental and core to our business model and the safe delivery of our strategic ambitions. The success of our business depends on attracting, retaining, developing and motivating talented employees. The Directors consider and assess the implications of relevant decisions on employees and the wider workforce. The Directors seek to ensure that the Company remains a responsible employer, including with respect to pay and benefits, fairness, diversity, health and safety issues, and the workplace environment.
The need to foster the Company’s business relationships with suppliers, customers and others
The Directors continually seek to uphold and develop strong and mutually beneficial relationships with the Company’s suppliers and customers. The Directors are well accustomed with the now long-standing rules established under Groceries Supply Code of Practice (GSCOP 2009) which has fostered strong relations with the Company's customers. The Company is also committed to dealing with its suppliers in the same manner.
The Directors are committed to complying with all applicable laws and regulations including, but not limited to modern slavery, human trafficking, anti-tax evasion and anti-bribery and corruption.
The desirability of the Company maintaining a reputation for high standards of business conduct
The Directors treat all external stakeholders collaboratively and fairly, and duly expect a level of conduct from them which aligns to the Company’s values.
We have a zero-tolerance approach to modern slavery, anti-bribery, corruption and discrimination and any criminal facilitation, including tax evasion.
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FREIBERGER (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
This report was approved by the board on 7 October 2026 and signed on its behalf.
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FREIBERGER (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2026
The directors present their report and the audited financial statements for the year ended 28 February 2026.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £3,227k (2025 - £4,667k).
The amount of dividends paid in the year were £Nil (2025 - £6,545k)
The directors who served during the year were:
We maintain our long-term business strategy of being a key player in the supply of frozen own label pizza to the major retail supermarkets in the UK. We are supported in this by our parent group, whose continued investment in new products and quality sets us apart from our competitors. We then provide on a local basis, extensive market knowledge and insight to support our customers.
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FREIBERGER (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
The past year has continued to see increases in the total cost to supply customers. The increased costs to service have been reflected in price changes to customers during the accounting period. The directors continue to monitor the situation closely and in the event of any impacts that may arise in the future, they would take steps to ensure that the business responded swiftly to them.
Financial risk management objectives and policies
The company uses various financial instruments. These include cash and balances such as trade receivables and trade payables that arise directly from its operations. The company is also supported by balances owed to its immediate parent undertaking and other members of the immediate parent undertaking’s group. The existence of these financial instruments exposes the company to the following financial risks: currency risk, liquidity risk and credit risk.
The directors review and agree policies for managing each of these risks and they are summarised below. These policies remain unchanged from previous years.
Currency risk
The company is exposed to translation and transaction foreign exchange risk. To minimise this risk the company operates a bank account in the overseas currency it is exposed to. The main foreign currency transactions are with the overseas parent company and other members of the immediate parent undertaking’s group.
Liquidity risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Both short-term flexibility and long-term funding are achieved by funding received from the immediate parent undertaking and other members of the immediate parent undertaking’s group.
Credit risk
Credit limits are reviewed by the Managing Director on a regular basis in conjunction with debt ageing and collection history data. There are long-standing relationships with the major customers and insurance cover is used for the majority of accounts.
These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have considered the use of the going concern basis of accounting to be appropriate.
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FREIBERGER (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
Greenhouse gas emissions, energy consumption and energy efficiency action
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Freiberger (UK) Limited is committed to the protection of the environment and the reduction of its carbon footprint. In accordance with the requirements introduced by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, the Directors are required to report on the energy use and carbon emissions of the Company. During the year ended 28 February 2026, the Company’s UK energy consumption exceeded the low energy user threshold of 40,000 kWh and, accordingly, the disclosures set out below have been included. Comparative information for the prior year is also presented.
The Company’s carbon footprint, measured in tonnes of CO2e, is calculated based on energy usage data provided for electricity consumption. Emissions data is converted using the UK Government Department for Environment, Food & Rural Affairs (DEFRA) greenhouse gas conversion factors, which are updated annually.
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Year ended
28 February 2026
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Year ended
28 February 2025
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Energy consumption used to calculate emissions (kWh)
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Scope 2 (emissions in metric tonnes CO2e)
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Total gross emissions in metric tonnes CO2e
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Intensity ratio (Tonnes CO2e per £1 million sales)
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Scope 1 emissions were Nil for the year, as the Company does not consume gas and does not operate vehicles which generate direct greenhouse gas emissions.
Scope 3 emissions relating to business travel are nil, as the company does not incur emissions from rental vehicles or employee mileage, and company vehicles are electric with associated electricity consumption included within Scope 2.
Information included in the Strategic Report
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Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report and as the directors consider them to be of strategic importance to the business.
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FREIBERGER (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2026
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Cannon Williamson resigned as auditor during the period and Forvis Mazars LLP were appointed.
The auditor, Forvis Mazars LLP, will be proposed for reappointment at the annual general meeting.
This report was approved by the board on 7 October 2026 and signed on its behalf.
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FREIBERGER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREIBERGER (UK) LIMITED
Opinion
We have audited the financial statements of Freiberger (UK) Limited (the ‘Company’) for the year ended 28 February 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 28 February 2026 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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FREIBERGER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREIBERGER (UK) LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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FREIBERGER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREIBERGER (UK) LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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FREIBERGER (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREIBERGER (UK) LIMITED
In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
John Daly (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
Aviary
4th Floor
39 Booth Street
Manchester
M2 3HZ
7 October 2026
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FREIBERGER (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Interest receivable and similar income
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Interest payable and similar expenses
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Gain/(loss) on foreign exchange
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Profit for the financial year
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There were no recognised gains and losses for 2026 or 2025 other than those included in the Statement of Comprehensive Income.
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The notes on pages 15 to 30 form part of these financial statements.
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FREIBERGER (UK) LIMITED
REGISTERED NUMBER: 02400918
STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 October 2026.
The notes on pages 15 to 30 form part of these financial statements.
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FREIBERGER (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 15 to 30 form part of these financial statements.
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
Freiberger (UK) Limited ("the Company") is a private company, limited by shares, registered in England and Wales, with registered number 02400918. The registered office and principal place of business is Broadgate House, Westlode Street, Spalding, Lincolnshire, PE11 2AF.
The principal activity is the distribution of frozen pizzas to major retail stores.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 29 Income tax paragraphs 29.28(b) and 29.29. This is an exemption from certain disclosures in relation to Pillar Two model rules where an entity is, or expects to be, within the scope of the Pillar Two legislation. The exemption is dependent on equivalent disclosures being made in the consolidated financial statements. It is not an exemption from all Pillar Two model rules and disclosures. Qualifying entities are still required to provide disclosures in accordance with paragraph 29.26 (g) and 29.28(a) if Pillar two model rules are applicable.
This information is included in the consolidated financial statements of Sudzucker A.G. as at 28 February 2026 and these financial statements may be obtained from www.suedzucker.de.
These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the Company for a period of at least twelve months from the date of signing these financial statements, have considered the use of the going concern basis of accounting to be appropriate.
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
- 17 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
- 18 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
- 19 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
- 20 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Critical judgments in applying the Company’s accounting policies
The critical judgments that the directors have made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a heightened possibility of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Stock valuation
Finished goods represent a significant amount in the balance sheet. The finished goods are valued using the raw material as well as absorbed labour and overhead costs. There is estimation uncertainty surrounding the rate at which overheads are absorbed.
(ii) Determining residual values and useful economic lives of tangible assets
Judgment is applied when determining the residual values of fixed assets. When determining the residual value, the directors have assessed the amount that the Company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market price.
- 21 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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The operating (loss)/profit is stated after charging:
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Operating lease expense - motor vehicles
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Operating lease expense - property
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Operating lease expense - plant and machinery
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Operating lease expense - other
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Foreign exchange (gain)/loss
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- 22 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor in respect of:
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All non-audit services not included above
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Prior year auditor's remuneration were payable to the previous auditor.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Administration and support
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- 23 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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The highest paid director received remuneration of £319,931 (2025 - £295,185).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2025 - £Nil).
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Interest income on financial assets
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Interest income on bank deposits
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Interest payable and similar expenses
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Interest expense on other finance liabilities
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(Gain)/loss on foreign exchange
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(Gain)/loss on foreign exchange
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Foreign exchange gains and losses arise from the monthly retranslation of Euro-denominated intercompany and cash pool balances into Sterling using group-mandated spot rates. These amounts were previously included within interest payable but are now presented separately, as this classification better reflects their nature.
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- 24 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Current tax before group relief
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2025 - lower than) the standard rate of corporation tax in the UK of25% (2025 -25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Movements in deferred tax not recognised
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Total tax charge for the year
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- 25 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
13.Taxation (continued)
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Factors that may affect future tax charges
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The Company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in England the jurisdiction in which the Company is incorporated and is effective for the accounting periods beginning after 31 December 2023.
The Company has performed an assessment of its potential exposure to Pillar Two income taxes. The Company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Section 29 issued in July 2023. Under the legislation, the Company is liable to pay a top-up tax for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate.
The Company has an effective tax rate that exceeds 15%, therefore is not expected to have to pay any top-up taxes under the enacted legislation.
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Dividends paid on Ordinary Shares
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- 26 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Finished goods and goods for resale
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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- 27 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Amounts owed by parent company
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Prepayments and accrued income
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Amounts owed by parent company are unsecured and repayable on demand.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured and repayable on demand.
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- 28 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Short term timing differences
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Allotted, called up and fully paid
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2 (2025 - 2) Ordinary shares of £1.00 each
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The Ordinary shares have full rights in the Company with respect to voting, dividends and distributions.
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Profit and loss account
This reserve represents cumulative profits and losses, less dividends declared.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £101,395 (2025 - £71,832). Contributions totalling £Nil (2025 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.
- 29 -
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FREIBERGER (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2026
|
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Commitments under operating leases
|
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At 28 February 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption available in section 33 of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" related party disclosures from the requirement to disclose transactions with wholly owned group companies.
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The Company's immediate Parent Company is Freiberger Internationale Beteiligungs GmbH, a Company incorporated in Germany.
The Ultimate Parent Company is Sudzucker AG, incorporated in Germany. These financial statements are available upon request from www.suedzucker.de.
- 30 -
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